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Rapid Dose Therapeutics Corp. (DOSE.CN)

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  • Rapid Dose Therapeutics Completes Amalgamation of Consolidated Craft Brands
    GlobeNewswire

    Rapid Dose Therapeutics Completes Amalgamation of Consolidated Craft Brands

    BURLINGTON, Ontario, March 08, 2021 (GLOBE NEWSWIRE) -- Rapid Dose Therapeutics Corp. (“RDT” or the “Company”) (CSE: DOSE), is a Canadian life sciences company focused on innovative drug and active ingredient delivery solutions. The flagship product ‘QuickStrip™’ is a thin, orally dissolvable film infused with an active ingredient (nutraceuticals, cannabis or pharmaceuticals) that is delivered quickly into the bloodstream bypassing first-pass metabolism resulting in rapid onset of the active ingredient. The Company is announcing today that, further to its press release of January 11, 2021, it has signed the Amalgamation Agreement (“Amalgamation Agreement”) to acquire 2544737 Ontario Limited, operating as Consolidated Craft Brands (“CCB”), in a share transaction (the “Transaction”) totalling $5,000,000 CDN. (Five million dollars Canadian). The Transaction is an acquisition by RDT of CCB with CCB being amalgamated into a newly created subsidiary of RDT. CCB is a majority First Nations owned private company carrying on business in the development of packaged goods for health and wellness products. Terms of the Transaction Pursuant to the terms of the Letter of Intent announced on January 11, 2021, RDT was to issue 16,666,667 Common Share Units each consisting of one common share and one common share purchase warrant at a deemed price of $0.30 per Unit in exchange for 100% of the common shares of CCB. Each warrant could be exchanged for one common share of the Company at a price of $0.45 per common share for a period of 24 months from the closing of a definitive agreement. Subsequent to this, the terms of the share exchange were modified to reflect the changes in the market price of RDT’s common shares. The value of the transaction remains at $5,000,000 CDN for 100% of the common shares of CCB, however, there are 20,000,000 units issued consisting of one common share and one common share purchase warrant at a deemed price of $0.25 per Unit. Each warrant entitles the holder to acquire one common share of the Company at a price of $0.375 per common share for a two year period from the issuance date. The common shares issued are subject to an escrow arrangement whereby the shares shall be released over an eleven-month period from closing of the Transaction with the final 20% released at the end of the eleven months. The Amalgamation Agreement allows for a “clawback” of all or a portion of the final release shares upon the occurrence of certain defined events. In addition, the Amalgamation Agreement allows the CCB selling shareholders the right to nominate one Director to the Board of Directors of RDT. Accordingly, Tom Bryson, the CEO of CCB prior to the Transaction, has agreed to join the Board of RDT effective immediately. Also, the Board of Directors of RDT have offered, and Mr. Bryson has accepted, the further role as President of RDT. What the acquisition brings to the Company With the amalgamation complete, CCB becomes a wholly owned subsidiary of RDT. CCB brings CPG and Pharma manufacturing expertise, a Health Canada R&D License with developed proprietary formulations, branded products, several patent pending technologies for rapid onset beverage enhancements and a consortium of strategic alliances including First Nation majority shareholders. The balance sheet of CCB includes $3,000,000 in cash and cash equivalents including a repayable advance of $600,000 to RDT as an advance to closing of the Transaction, equipment, inventory, patent pending technologies and the R&D License. In addition, liabilities in CCB are less than $50,000. Comments from the Company’s CEO Mark Upsdell, President and CEO comments on the transaction: “I am delighted with this acquisition – it brings significant benefits to our Company: The cash of $3,000,000 coupled with the proceeds from the Private Placement of $899,842 completed in December, 2020, provides us with the needed cash to ramp up production to meet demand as we enter the Commercialization and Rapid Growth Phase in our development.The expertise, contacts and the assets that come with the CCB amalgamation fit well within our strategy to aggressively expand our product offerings.The new subsidiary will develop, produce and distribute skin creams, topicals, lip balm and shampoos and provide white label services to markets in North America not currently served by RDT. The unique relationship that CCB has with its strategic alliances will continue and be enhanced through combining RDT’s products and licenced production facility with CCB’s channels of distribution. I am so pleased that Tom Bryson is joining our team both as a Board Member and President. He brings vast experience in commercial enterprises, knowledge of financial markets and, really importantly, the ability to bring people and enterprises together to create value.” About Tom Bryson Tom Bryson brings more than 30 years of diversified manufacturing and distribution experience to RDT. He has been the “lead” on several high-profile Mergers and Acquisitions and is proud to have been a delegate on Canadian Government international trade missions for 20 years. Tom has set up numerous “Greenfield” facilities in Canada, Mexico and the USA. Also, Mr. Bryson is an IP Licensing specialist holding 17 Patent filings. It is very exciting to see positive results from trials on our Flagship product “QuickStrip” as a delivery method for vaccines, smoking cessation and preventative health care. This builds on the research used to create a new category in the cannabis space that offers a discreet and elegant option to medical and adult recreational users looking for an alternative to conventional delivery methods. “I am looking forward to the challenges ahead to make RDT a world class organization as the company shifts its focus from clinical research and product development to building its revenue quickly and sustainably.” About RDT Rapid Dose Therapeutics Corp. is a publicly-traded Canadian life sciences company providing innovative, proprietary drug delivery technologies designed to improve outcomes and quality of lives. RDT offers Quick, Convenient, Precise and Discreet™ choices to consumers. RDT is focused and committed to clinical research and product development for the healthcare manufacturing industry — including nutraceutical, pharmaceutical and cannabis industries. Within the cannabis sector, RDT also provides a turn-key Managed Strip Service Program enabling RDT’s QuickStrip™ proprietary cannabis delivery technology to be licensed to select operators in identified markets. RDT’s service-based annuity contracts drive recurring revenue and facilitate rapid expansion into emerging markets across multiple consumer segments. RDT is committed to continually create innovative solutions for humans, animals, and plants. For more information, visit: www.rapiddose.ca For inquiries please contact: Mark UpsdellPat McCarthyCEOManaging Director Capital Marketsmupsdell@rapid-dose.com pmccarthy@leedejonesgable.comOfc (416) 477-1052Ofc (416) 365-8012

  • Rapid Dose Therapeutics Executes Letter Of Intent To Acquire Consolidated Craft Brands
    GlobeNewswire

    Rapid Dose Therapeutics Executes Letter Of Intent To Acquire Consolidated Craft Brands

    BURLINGTON, Ontario, Jan. 12, 2021 (GLOBE NEWSWIRE) -- Rapid Dose Therapeutics Corp. (“RDT” or the “Company”) (CSE: DOSE), a Canadian life sciences company focused on innovative drug and active ingredient delivery solutions, is pleased to announce that it has entered into a binding Letter of Intent (“LOI”) for the acquisition of 2544737 Ontario Limited, operating as Consolidated Craft Brands (“CCB”), in a share transaction (the “Transaction”) totalling $5,000,000.00CDN. (Five Million Dollars Canadian). CCB is a majority First Nations owned private company carrying on business in the development of packaged goods for cannabis edibles and cannabis infused health and wellness products. Terms of the Transaction Pursuant to the terms of the LOI, RDT is to issue 16,666,667 Common Share Units, each consisting of 1 common share and 1 common share purchase warrant at a deemed price of $0.30 per Unit in exchange for 100% of the common shares of CCB. Each warrant will entitle the holder to acquire one common share of the Company at a price of $0.45 per common share for a period of 24 months from the closing of the Transaction. The number of common shares of the Company to be issued represents, after issuance, approximately 17.12% of the issued and outstanding shares of the Company on an undiluted basis and approximately 27.53% of the Company’s shares on a fully diluted basis after taking into consideration the exercise of all stock options and warrants outstanding after this Transaction.The LOI contains terms and conditions consistent with similar transactions of this nature and will be the foundation for the Definitive Agreement which is expected to close by February 15, 2021. The Transaction is subject to negotiation of a Definitive Agreement which will contain terms and conditions of the LOI and other terms and conditions customary for transactions of the nature and magnitude of the Transaction, including completion of due diligence investigations and any necessary approvals of regulatory authorities, shareholders, and boards of directors. The selling shareholders of CCB will have the right to nominate one Director to the Board of Directors of the Company. The Transaction will be subject to a negotiated escrow agreement between the parties including timed releases of the Units over a period of 11 months.What the acquisition brings to the Company                                                                                           On completion of the Transaction, CCB will become a wholly owned subsidiary of RDT to accelerate and expand the Company’s existing business model of developing, manufacturing and distributing precisely dosed health and wellness products. CCB brings CPG and Pharma manufacturing expertise, a Health Canada Cannabis R&D License with developed proprietary formulations, branded products several patent-pending technologies for rapid onset beverage enhancements and a consortium of strategic alliances including First Nation majority shareholders. CCB has no debt and approximately $3,000,000.00 of cash and cash equivalents, including a repayable advance of $500,000 to RDT in conjunction with the Transaction.Comments from the Company’s CEOMark Upsdell, President and CEO comments on the transaction: “I am delighted with this acquisition – it brings significant benefits to our Company: 1. The total cash of $3,000,000 coupled with the proceeds from the Private Placement of $899,842 completed in December 2020, provides the Company with the liquidity and financial resources to execute our commercialization phase to meet and exceed our production commitments. 2. The expertise and assets of CCB fit within our strategy to expand our product line offerings to customers in the cannabis sector. 3. This new subsidiary will develop, produce, and distribute products and provide services to markets in North America not currently served by RDT. The unique relationship of CCB with its consortium partners and strategic alliances can be maintained and enhanced through combining RDT’s products and licenced production facility with CCB shareholder’s channels of distribution.” About RDTRapid Dose Therapeutics Corp. is a publicly-traded Canadian life sciences company providing innovative, proprietary drug delivery technologies designed to improve outcomes and quality of lives. RDT offers Quick, Convenient, Precise and Discreet™ choices to consumers. RDT is focused and committed to clinical research and product development for the healthcare manufacturing industry — including nutraceutical, pharmaceutical and cannabis industries. Within the cannabis sector, RDT also provides a turn-key Managed Strip Service Program enabling RDT’s QuickStrip™ proprietary cannabis delivery technology to be licensed to select operators in identified markets. RDT’s service-based annuity contracts drive recurring revenue and facilitate rapid expansion into emerging markets across multiple consumer segments. RDT is committed to continually create innovative solutions for humans, animals, and plants.For more information, visit: www.rapiddose.caFor inquiries please contact:Mark UpsdellPat McCarthy CEOManaging Director Capital Markets mupsdell@rapid-dose.com pmccarthy@leedejonesgable.com Ofc (416) 477-1052Ofc (416) 365-8012

  • GlobeNewswire

    Rapid Dose Therapeutics Announces Cease Trade Order Due to Delay in Annual Filings Under COVID-19 Duress

    BURLINGTON, Ontario, Aug. 20, 2020 (GLOBE NEWSWIRE) -- Rapid Dose Therapeutics Corp. (CSE: DOSE) (“RDT” or the “Company”) announces that, due to circumstances beyond its control created by and relating to the COVID-19 pandemic, the Company was not able to file its audited financial statements and management discussion and analysis for the year ended February 29, 2020 together with officers’ certificates relating thereto (collectively, the “Annual Filings”) by its usual deadline of June 28, 2020, nor by the extended deadline of August 12, 2020 allowed by the Ontario Securities Commission and other members of the Canadian Securities Administrators for “Issuers” in the Canadian securities industry to complete annual and quarterly statutory filings (the “Extension”).  The filing delay was previously announced on June 26th that due to the circumstances created by and relating to the COVID-19 pandemic the Company would not be able to file its annual financial statements and management discussion and analysis by the deadline. The Company’s application that, in these unusual circumstances, a “management cease-trade order” be issued instead of a general “cease-trade order” was not successful and, accordingly, the Ontario Securities Commission has issued a “cease-trade order” prohibiting any trading in the Company’s securities, whether direct or indirect, by anyone in Ontario or in any other province or territory of Canada (the “CTO”). The Company is continuing to work diligently with its auditors to finalize and file its Annual Filings and anticipates being able to complete that process within the next few weeks.  When that occurs in the next short while, under National Policy 11-207 the completion of the Annual Filings will automatically initiate a review process by the Ontario Securities Commission without any application by the Company. Under that National Policy, the CTO should be revoked promptly after the filing of the Annual Filings if the Company has filed all of its interim financial statements and corresponding management discussion and analysis together with officers’ certificates relating thereto that have subsequently become due.Update on First Quarter FilingsConcurrently with the preparation of the Annual Filings, the Company is preparing its unaudited financial statements and management discussion and analysis for the first quarter ended May 31, 2020 (the “First Quarter Filings”) which were due to be filed by July 30 2020, which filing date was extended by the Extension.  The Company expects to be able to file its First Quarter Filings before the end of the 45-day period allowed by the Extension, namely on or before September 13, 2020.Other Activities and DevelopmentsIn addition to working with its auditors, the Company continues to work diligently on the marketing, production and delivery of its products and services and the research and development of new initiatives including COVID vaccine delivery using QuickStrip instead of needles,  conversion of CBD into THC, and additional pharmaceutical products delivery. The Company has recently received the first tranche of a loan facility (see the Company’s news release dated August 11, 2020) and is working on implementation of the balance of that loan facility.  As well, in the ordinary course of the Company’s business, the Company has received purchase orders for the delivery of products starting in August and September and anticipates fulfilling those orders in a timely manner notwithstanding the impact of the global pandemic on the Company’s operations. The Company is actively engaged in a COVID-19 vaccine research project in conjunction with McMaster University through a federally funded project which contemplates testing the oral administration of vaccines as a convenient and safe alternative to injection with needles, which is the currently accepted delivery format for most vaccines (see the Company’s news release dated July 21, 2020). Other than as previously disclosed by the Company in news releases, including the information herein, there are no other material business developments since the date of the Company’s most recent filing of its interim financial statements and management discussion and analysis for its Q3 ended November 30, 2019.About Rapid Dose TherapeuticsRapid Dose Therapeutics Corp. is a publicly traded Canadian life sciences company that provides innovative, proprietary drug delivery technologies designed to improve outcomes and quality of lives. RDT offers Quick, Convenient, Precise and Discreet™ choices to consumers. RDT is focused and committed to clinical research and product development for the healthcare manufacturing industry, including nutraceutical, pharmaceutical and cannabis industries. Within the cannabis sector, RDT provides a turn-key business solution which enables RDT’s QuickStrip™ proprietary drug delivery technology to be licensed by select partners. RDT’s service-based annuity contracts drive recurring revenue which enables rapid expansion into emerging markets — generating value for consumers and shareholders. RDT is committed to continually create innovative solutions aimed at multiple consumer segments and future market needs — including humans, animals and plants.For more information, visit: www.rapiddose.comFor further inquiries please contact:Mark Upsdell Chief Executive Officer mupsdell@rapid-dose.com 416-477-1052Social Media RapidDoseTherapeutics.linkedin RapidDoseTherapeutics.twitter RapidDoseTherapeutics.facebook QuickStrip.instagramThis news release contains forward-looking information.  All information, other than statements of historical fact, that address activities, events or developments that RDT believes, expects or anticipates will or may occur in the future are forward-looking statements, including statements regarding the completion and filing of its financial statements, the production and delivery of products and services, and the development of new applications for its technologies.  This forward-looking information is subject to a variety of risks and uncertainties beyond RDT’s ability to control or predict and which may cause actual events or results to differ materially from those described in such forward-looking information.  Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, RDT disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although RDT believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and, accordingly, undue reliance should not be placed on this forward-looking information due to the inherent uncertainty thereof.The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.